What Is Company Secretary :
A company secretary is the business chief administrative officer, responsible for specific tasks under the Companies Act alongside the directors. You have the authority to enter into particular contracts on behalf of the company, and your job contract may include extra responsibilities.
The company secretary is in charge of a business’s effective administration, especially maintaining compliance with statutory and regulatory obligations. He is also in order of ensuring that the board of directors’ decisions is carried out.
In India, every listed company and other class of company (i.e., non-listed public companies with a share capital of 50 million (5 crores) and private companies with a share capital of 50 million [5 crores]) is required to have a Qualified Company Secretary appointed as Key Managerial Personnel to perform the functions under section 203 of the Companies Act, 2013 read with Rule 8 of the Companies Act, 2013. However, the Ministry of Corporate Affairs later stated that company secretaries would be appointed as before, i.e. a company with a paid-up capital of 5 crores or more shall designate a full-time secretary in its notification.
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ROLE AND DUTIES :
Only a listed business and a single-member company (any firm that is not a public company) are required by law to employ a full-time secretary.
A listed company’s secretary must be a member of a recognized body of professional accountants, a recognized body of corporate/chartered secretaries, a person with a master’s degree in Business Administration or Commerce, or a law graduate from a recognized university with relevant experience. A single-member firm’s company secretary, on the other hand, must have a bachelor’s degree from a recognized university.
Functions Of Secretary :
(1) Secretarial functions:
-To ensure that the requirements of the Companies Law and the rules adopted thereunder, as well as the company’s other laws and bye-laws, are followed.
-To ensure that the company’s business is performed in accordance with its memorandum of association’s objectives.
-To ensure that the company’s affairs are handled in line with its articles of incorporation and the regulations of the Companies Law.
-Prepare the agenda and necessary papers for all board of directors meetings in consultation with the Chairman.
-To notify the board, call and hold meetings, and keep a proper record of the events.
-Attend meetings to ensure that legal requirements are met and offer any required information.
-To prepare the agenda and other papers for the general meetings in consultation with the chairperson.
-To schedule annual and extraordinary general meetings of the company with the Chairman’s approval and to attend such meetings to ensure that the company’s legal requirements are met and that proper records are kept.
-To handle all matters relating to the allotment of shares and the issuing of share certificates, including preserving the statutory Share Register and the relevant share transfer activities.
-When authorized by the board of directors or the executive responsible, to write, approve, sign, and seal agreements, leases, legal forms, and other formal documents on the company’s behalf.
-To provide legal advice to the chief executive or other executives, as needed, in collaboration with the company’s solicitors.
-To retain legal counsel and defend the company’s legal rights in court.
-To be in charge of the company’s seal.
(2) Legal obligations :
-Filling out a variety of forms and returns as required by the Companies Law. Maintaining the company’s books and registers in accordance with the terms of the Companies Law.
-To determine whether the legal requirements for allotment, issue, and transfer of share certificates, as well as mortgages and charges, were met.
-On their advice, convene/arrange the board of directors’ meetings.
-To send out notices and agendas for board meetings to all of the company’s directors.
-Conduct correspondence with the company’s directors on a variety of topics.
-To keep track of the minutes of the board of directors’ meetings.
-To implement the policies set forth by the board of directors.
-To handle all of the company’s and shareholders’ correspondence.
-To provide shareholders with notice and an agenda for general meetings.
-To retain a record of all general meetings’ proceedings.
-To make arrangements for the dividend payment within the time frame specified by the Companies Law.
(3) To maintain the following statutory books:
-The registry of share transfers;
-A record of a company’s share buybacks;
-The registry of mortgages, charges, etc.;
-The list of members and an index to it
-The debenture holders registry;
-The board of directors and other executives’ register;
-The Contracts Register;
-The shareholdings and debentures record of directors;
-In the event of a foreign corporation, the registration of local members, directors, and officers;
-Beneficial ownership register;
-Register of deposits;
-Register of director’s shareholding; and
-Register of contracts, arrangements, and appointments in which directors, etc., are interested.
(4) Other duties:
The following are typical responsibilities of the company secretary::
(a) Assuring the timely filing of statutory forms.
(b) Notifying members and auditors of the upcoming meeting.
(c) Copy of special resolutions must be filed on the prescribed form within the time limit.
(5) Every member of the company, every debenture holder, and everyone entitled to receive notice of general meetings receives a copy of the accounts. Annual audited accounts must be sent.
(6) The secretary is generally in charge of the common seal’s custody and use. Companies are required to have a common seal, and the secretary is usually in charge of it. (Common seals can be purchased from seal manufacturers.)